Wolters Kluwer N.V. to acquire Registered Agent Solutions, Inc.

Rhea-AI Summary

Wolters Kluwer Financial & Corporate Compliance (FCC) has announced the acquisition of Registered Agent Solutions, Inc. (RASi) for approximately $415 million in cash. RASi, founded in 2002 and headquartered in Austin, Texas, serves thousands of customers across all U.S. states and DC, employing about 180 professionals.

The acquisition will expand CT 's presence in serving small businesses, middle-market companies, and law firms. RASi offers registered agent services, business licenses, UCC search and filing, beneficial ownership filing, business formation services, and entity management solutions.

RASi generated approximately $52 million in revenues in 2024 (un-audited) and has a history of profitability. The deal is expected to achieve Wolters Kluwer's cost of capital (8%) by the fifth year. The transaction is anticipated to close in the first half of 2025, subject to regulatory approvals.

Positive

• Cash acquisition worth $415 million expands market presence in small and mid-size business segment
• RASi generates $52 million in annual revenue and is profitable
• Expected to achieve 8% return on invested capital by fifth year
• Expands service portfolio with complementary corporate compliance solutions

Negative

• Acquisition will have immaterial impact on adjusted earnings in near term
• Portion of revenue is transactional, indicating potential volatility

PRESS RELEASE

Wolters Kluwer to acquire Registered Agent Solutions, Inc.
Acquisition expands CT Corporation presence with small and midsize businesses

NEW YORK – February 7, 2025 – Wolters Kluwer Financial & Corporate Compliance (“FCC”) has signed an agreement with Lexitas, a legal services provider backed by funds advised by Apax Partners (“Apax”), to acquire Registered Agent Solutions, Inc. (“RASi”) for approximately $415 million in cash. The acquisition will expand the presence of FCC Legal Services (“CT Corporation”) with small businesses, middle-market companies and law firms in the U.S.

RASi serves thousands of customers across all 50 U.S. states and the District of Columbia. Founded in 2002, RASi is headquartered in Austin, Texas, and employs approximately 180 professionals. In addition to registered agent services, the company provides a suite of corporate services including business licenses, UCC search and filing, beneficial ownership filing, business formation services, and entity management and compliance solutions.

“We have long admired and respected RASi’s strong reputation for innovation, growth, and service quality in their core customer segments,” said Catherine Wolfe, Executive Vice President and General Manager, Wolters Kluwer CT Corporation. “We share their commitment to delivering exceptional solutions to our customers and could not be more excited to welcome RASi to Wolters Kluwer.”

“This is an ideal combination of two great businesses,” said Sean Prewitt, President of RASi. “We look forward to bringing our complementary capabilities for a wide range of businesses and law firms together with CT’s comprehensive corporate compliance and registered agent offerings to deliver a truly differentiated customer experience.”

RASi generated 2024 revenues of approximately $52 million (un-audited) and has a track record of profitability. Similar to CT Corporation, a portion of RASi revenue is transactional in nature. The acquisition is expected to reach a return on invested capital at or above Wolters Kluwer’s after-tax weighted average cost of capital (8%) in its fifth full year of ownership. In the near term, the acquisition is expected to have an immaterial impact on Wolters Kluwer adjusted earnings. Subject to regulatory approvals and customary closing conditions, the transaction is expected to be completed in the first half of 2025.

Forward-looking statements and other important legal information
Forward-looking statements and other important legal information This report contains forward-looking statements. These statements may be identified by words such as “expect”, “should”, “could”, “shall” and similar expressions. Wolters Kluwer cautions that such forward-looking statements are qualified by certain risks and uncertainties that could cause actual results and events to differ materially from what is contemplated by the forward-looking statements. Factors which could cause actual results to differ from these forward-looking statements may include, without limitation, general economic conditions; conditions in the markets in which Wolters Kluwer is engaged; behavior of customers, suppliers, and competitors; technological developments; the implementation and execution of new ICT systems or outsourcing; and legal, tax, and regulatory rules affecting Wolters Kluwer’s businesses, as well as risks related to mergers, acquisitions, and divestments. In addition, financial risks such as currency movements, interest rate fluctuations, liquidity, and credit risks could influence future results. The foregoing list of factors should not be construed as exhaustive. Wolters Kluwer disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Wolters Kluwer
Wolters Kluwer (EURONEXT: WKL) is a global leader in information, software solutions and services for professionals in healthcare; tax and accounting; financial and corporate compliance; legal and regulatory; corporate performance and ESG. We help our customers make critical decisions every day by providing expert solutions that combine deep domain knowledge with technology and services.
Wolters Kluwer reported 2023 annual revenues of €5.6 billion. The group serves customers in over 180 countries, maintains operations in over 40 countries, and employs approximately
21,400 people worldwide. The company is headquartered in Alphen aan den Rijn, the Netherlands.

For more information, visit www.wolterskluwer.com, follow us on LinkedIn.

To learn more about RASi, please visit https://www.rasi.com

Contacts:

Media	Investors/Analysts
Stefan Kloet	Meg Geldens
Wolters Kluwer	Wolters Kluwer
Associate Director, Global Communications	Investor Relations
+316 12 22 36 57	ir@wolterskluwer.com
stefan.kloet@wolterskluwer.com
David Feider
Wolters Kluwer
Financial & Corporate Compliance
Associate Director, External Communications david.feider@wolterskluwer.com
+1 612-246-9454

Attachment

• 2025.02.07 Wolters Kluwer to acquire Registered Agent Solutions, Inc.

FAQ

What is the acquisition price for RASi by Wolters Kluwer (WTKWY)?

Wolters Kluwer is acquiring RASi for approximately $415 million in cash.

What was RASi's revenue in 2024 before the WTKWY acquisition?

RASi generated approximately $52 million in revenues in 2024 (un-audited).

When is the WTKWY-RASi acquisition expected to close?

The acquisition is expected to close in the first half of 2025, subject to regulatory approvals.

What is the expected ROI timeline for WTKWY's RASi acquisition?

The acquisition is expected to reach Wolters Kluwer's after-tax weighted average cost of capital (8%) in its fifth full year of ownership.

How many employees does RASi bring to the WTKWY acquisition?

RASi employs approximately 180 professionals.

What services does RASi add to WTKWY's portfolio?

RASi adds registered agent services, business licenses, UCC search and filing, beneficial ownership filing, business formation services, and entity management and compliance solutions.